Last Updated on

The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses.  The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in New York without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in New York can be both affordable and is simple enough for most people to start on their own.  That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more.  There are companies like IncFile or Inc Authority that provide LLC formation guidance for only the cost of the state fees!.

To form a Limited Liability Company in New York, file the Articles of Organization with the New York Division of Corporations.  The LLC filing fee is $200.  In addition, an ad has to be run for 6 consecutive weeks in a local newspaper to meet the Newspaper Publication Requirement.  After the ad has run, you will send proof of publication (Affidavits of Publication) in addition to the Certificate of Publication and a $50 filing fee to the Division of Corporations.

Approval for the LLC typically takes between 1-2 weeks for mailed in filing or just a few minutes when filing online.

If you have questions, contact the New York Division of Corporations.
518-473-2492
https://www.dos.ny.gov/corps/contact.html

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A NEW YORK LLC

The steps for filing online or by mail are largely the same.  The screenshots show how to file online.

Step 1: Get Started

How to Form an LLC in New York

  • Next, select “Articles of Organization for a Domestic Limited Liability Company”.  There is a note that this entity is not for professional service Limited Liability Companies.  A professional LLC or PLLC is a business that offers a service that has to be licensed in the state of New York.  To see more about what professions need licensing, see Step 5: New York Licenses & Permits.

Form Articles of Organization NY LLC

Step 2: Name the LLC

Enter the name you want for the LLC.  The name of the LLC also has to differ from other entity names registered with the Division of Corporations.  Check on available New York LLC names before filing to be sure the one you want is available.

Additionally, the name of the LLC must include one of the following designators at the end of the business name:

  • Limited Liability Company
  • L.L.C.
  • LLC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Step 3: Opening Statement

This is an optional section where the filer states ” THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age, and acting as the organizer of the limited liability company hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:”

This just says the filer agrees the rest of the information in the Articles of Organization are true.

NY LLC Opening Statement

 

Step 4: Name

The name of the LLC is being requested again as a way to verify the name you are choosing.  This section must match the one previously entered in Step 2.

In the next field, if any part of the name has a foreign word, enter the English translation.

NY LLC Name

Step 5: Purposes

This is an optional statement you can agree to or not that says the LLC is being formed “To engage in any lawful act or activity within the purposes for which limited liability companies may be organized pursuant to Limited Liability Company Law provided that the limited liability company is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.”

Check the box if it applies or not and proceed.

New York LLC Business Purposes

Step 6: County

Select the county where the primary office of the LLC will be located from the drop-down menu.

NY LLC County Office

 

Step 7: Service of Process

In this section enter the mailing address of where the Department of State should send notices of lawsuits.

This address does not have to be in New York, but it does have to be in the continental United States.

Some filers use a third-party service company to receive these types of notices on their behalf.  These services must already be registered with the Department of State and if you select “Select a Service Company” a drop-down list with approved companies will appear for you to select from.

Most fliers will enter the location information for the LLC.

New York Limited Liability Company Service of Process

Step 8: Registered Agent

To have an LLC in New York, there must be a person or service with a physical presence in the state.  If it applies, select the “Check if Applicable box”.

If one of the members (owners) will have that presence, this section can be skipped.  Otherwise, a Registered Agent must be identified.  If it is an individual, select the “enter Registered Agent Information” bubble and enter their information.  If the Registered Agent is a service, click on the “select a Registered Agent Company” bubble.  Once you do this, a list of services that are registered with the state appears and you can select from one of those.  Be sure you have already signed up with their service before selecting.

Learn more about the requirements of a registered agent in New York.

New York LLC Registered Agent

Step 9: Management Structure

This is another optional section asking how the entity is managed.  If it applies, select the “Check if Applicable box”.

If it is managed by members, it is considered a Member-Managed LLC, where the members (typically owners) have an active involvement in the management of the LLC.
If it is managed by a manager is considered a Manager-Managed LLC, where the members hire a manager to run the LLC, similar to a CEO of a corporation.

Most LLCs are member-managed.

New York LLC Member Managed Manager

 

 

Step 10: Effective Date

The effective date section is optional.

You can choose to elect to have the LLC start upon the filing of the Articles of Organization (which will happen without doing anything).  If you want the LLC to start on a date up to 60 days in the future, select the “Check if Applicable box” and enter a date.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year and the business isn’t going to have any activity until the start of the following year.  By delaying until the following year they will reduce the number of end of year filings.

Effective Date NY LLC

 

Step 11: Dissolution Date

This section is optional and provides the ability to set a date to close the LLC.  Most LLCs will choose a perpetual existence (which is the default choice), however, some businesses (usually investment related) will have a specific closure date.

To include this statement in your Articles, select the “Check if Applicable box” and the appropriate information.

New York LLC Dissolution Date

 

Step 12: Liability Statement

This optional statement is an indemnification clause that says “The limited liability company shall defend, indemnify and hold harmless all members, managers, and former members and managers of the limited liability company against expenses (including attorney’s fees, judgments, fines, and amounts paid in settlement) incurred in connection with any claims, causes of action, demands, damages, liabilities of the limited liability company, and any pending or threatened action, suit, or proceeding. Such indemnification shall be made to the fullest extent permitted by the laws of the State of New York, provided that such acts or omissions which gives rise to the cause of action or proceedings occurred while the Member or Manager was in performance of his or her duties for the limited liability company and was not as a result of his or her fraud, gross negligence, willful misconduct or a wrongful taking. The indemnification provided herein shall inure to the benefit of successors, assigns, heirs, executors, and the administrators of any such person.”

Basically, it says the LLC will protect the members and managers of the LLC from the operations of the business, provided those members and managers weren’t negligent in their duties and hold them harmless should there be a lawsuit.

Step 13: Organizer Information

An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members could be listed as organizers.

 

Step 14: Signature

Have an organizer of the LLC sign and enter their title such as Member or Manager.  Here this person is stating the information in the Articles of Organization are correct.

 

Step 15: Filer

Have the filer sign and provide their contact information.  The filer is most likely going to be the organizer that just signed their name.

Click on “Continue” to proceed.

 

Step 16: Review

Review that all of the information is correct.  If there are no corrections, click “Continue”

 

Step 17: Pay and File

You can optionally add the Federal Employment Identification Number (FEIN).  While not required to file the Articles of Organization, you will eventually need one. See our lesson on how to get an EIN for an LLC.

Pay and file the Articles of Organization.

In just a few minutes, the LLC will be approved.

 

That concludes the basics of forming an LLC in New York.  Remember, even though you can do it yourself, there is more to an LLC than just the filing.  If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Inc. Authority to make sure everything is done correctly.

Wrapping Up

While not required, an Operating Agreement is recommended in many cases.  An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC.  Read more about when an LLC needs an Operating Agreement.

After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS).  The EIN is basically a social security number for a business and will be needed before opening a business bank account.  There is no cost to apply and it takes about 5 minutes to get.  See how to apply for an EIN.

Last, before starting a business in New York, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in New York.  See the Guide to Starting a Business in New York for more information.